Schedule 13(d) and 13(g)

Schedule 13(d) and 13(g)

Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 require certain market participants to file reports with the SEC. The reporting obligations under sections 13(d) and 13(g) generally focus on the concept of “beneficial ownership” and depend upon numerous factors, including the class and amount of securities acquired, and the purpose and intent with which the particular position is held. Generally, any person (including any entity) who is the “beneficial owner” of more than 5% of any class of equity securities, as defined in Rule 13d-1(i) of the Exchange Act, is subject to the beneficial ownership reporting requirements of section 13(d) of the Exchange Act.

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beneficial ownership

Beneficial Ownership Requirements for Legal Entity Customers

On May 11, 2016, the Financial Crimes Enforcement Network (FinCEN) issued its final rules to strengthen the customer due diligence requirements for covered financial institutions. Broker-dealers are deemed a “covered financial institution” and therefore must comply with the new rules, which includes a requirement to verify the identity of certain beneficial owners of legal entity customers (for example, corporations, partnerships, trusts). This beneficial ownership requirement, as it is called, becomes effective May 11, 2018. We provide an overview of the new requirement through a series of Questions & Answers (Q&As). Read More…